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EXHIBIT 10.23
THIRD AMENDMENT TO AMENDED AND
RESTATED CREDIT AGREEMENT
This THIRD AMENDMENT AND SUPPLEMENT TO AMENDED AND RESTATED CREDIT
AGREEMENT (this "Third Amendment") executed effective as of December 9, 1999
(the "Effective Date"), is by and among THE HOUSTON EXPLORATION COMPANY, a
Delaware corporation ("Company"); CHASE BANK OF TEXAS, NATIONAL ASSOCIATION (in
its individual capacity, "Chase"), as agent (in such capacity, "Agent") for
each of the lenders that is a signatory hereto or which becomes a signatory
hereto and to the hereinafter described Credit Agreement as provided in Section
12.06 of the Credit Agreement (individually, together with its successors and
assigns, "Lender" and collectively, "Lenders").
R E C I T A L S
A. The Company, the Agent and the Lenders (other than the hereinafter
defined "Additional Lenders") are parties to that certain Amended and Restated
Credit Agreement dated as of March 30, 1999 (said Amended and Restated Credit
Agreement, as amended and supplemented by First Amendment to Amended and
Restated Credit Agreement dated as of May 4, 1999, and as further amended by
Second Amendment to Amended and Restated Credit Agreement dated as of October
6, 1999, "Credit Agreement"), pursuant to which the Lenders agreed to make
loans and issue Letters of Credit to and for the account of the Company.
B. The Company, the Lenders and the Agent mutually desire to
amend certain aspects of the Credit Agreement relating to, among other things,
the Borrowing Base and Threshold Amount.
C. In view of the foregoing, the Company, the Agent and the
Lenders hereby agree to amend the Credit Agreement in the particulars
hereinafter provided.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration and the mutual benefits, covenants and agreements herein
expressed, the parties hereto now agree as follows:
Section 1. Certain Terms. All capitalized terms used in this Third
Amendment and not otherwise defined herein shall have the meanings ascribed to
such terms in the Credit Agreement.
Section 2. Amendments and Supplements to Credit Agreement. The
Credit Agreement is hereby amended and supplemented as follows:
2.1 Definitions.
(a) The following terms defined in Section 1.02 of the Credit
Agreement are hereby amended as follows:
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(i) The term "Agreement" is hereby amended in its
entirety to read as follows:
"Agreement" shall mean this Credit Agreement, as
amended by the First Amendment, as further amended by the
Second Amendment, as further amended by the Third Amendment,
and as the same may be further amended or supplemented from
time to time.
(ii) The term "Applicable Margin" is hereby amended
in its entirety to read as follows:
"Applicable Margin" shall mean at the time of calculation, with
respect to any Loan, calculated as a function of the type of such Loan, the
following rate per annum as applicable:
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THRESHOLD AMOUNT FIXED RATE LOAN APPLICABLE BASE RATE LOAN APPLICABLE
UTILIZATION MARGIN PERCENTAGE MARGIN PERCENTAGE
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Less than 33% 0.875% 0%
Greater than or equal to 33% 1.125% 0%
but less than 66%
Greater than or equal to 66% 1.375% 0%
but less than 100%
Greater than or equal to 1.625% 0%
100%
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(iii) The Term "Threshold Amount" is hereby amended
in its entirety to read as follows:
"Threshold Amount" shall mean (i) during
the period from and including the Effective Date of
the Third Amendment to and including the date of the
redetermination by the Agent and the Lenders of the
Threshold Amount scheduled to occur March 1, 2000,
an amount equal to $175,000,000, (ii) during the
period from and including March 2, 2000 to and
including September 1, 2000, an amount equal to the
amount of the March 1, 2000 redetermined Threshold
Amount, and (iii) thereafter, the amount equal to
the Borrowing Base in effect from time to time. The
redetermination of the Threshold Amount on March 1,
2000, shall be made using the same criteria used by
the Agent and the Lenders prior to the Closing Date
to determine the Threshold Amount.
(b) Section 1.02 of the Credit Agreement is hereby
supplemented, where alphabetically appropriate, with the addition of
the following definition:
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"Third Amendment" shall mean that certain Third
Amendment to Amended and Restated Credit Agreement dated
effective as of December 9, 1999, between the Company, the
Agent and the Lenders.
2.2 Fees. Section 2.04 of the Credit Agreement is hereby
amended as follows:
(a) The table found in Section 2.04(a)(i) is hereby amended in
its entirety to read as follows:
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THRESHOLD AMOUNT
UTILIZATION COMMITMENT FEE
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Less than 33% 0.25%
Greater than or equal to 33% but less than 66% 0.30%
Greater than or equal to 66% but less than 100% 0.30%
Greater than or equal to 100% 0.375%
(b) The table found in Section 2.04(b) is hereby amended in its
entirety to read as follows:
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THRESHOLD AMOUNT
UTILIZATION ISSUANCE FEE
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Less than 33% 0.875%
Greater than or equal to 33% but less 1.125%
than 66%
Greater than or equal to 66% but less 1.375%
than 100%
Greater than or equal to 100% 1.625%
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2.3 Prepayments. Section 2.08(b) of the Credit Agreement is
hereby amended and modified to provide that, if on March 29, 2000, the
sum of the outstanding aggregate principal amount of the Loans and the
LC Exposure exceeds the lesser of the then effective Borrowing Base or
the aggregate amount of the Commitments, then the Company shall
immediately pay or prepay the amount of such excess amount for
application first, towards the reduction of all amounts previously
drawn under Letters of Credit, but not yet funded as a Revolving
Credit Loan pursuant to Section 4.07(b) or reimbursed, second, if
necessary, towards reduction of the outstanding principal balance of
the Notes by prepaying Base Rate Loans, if any, then outstanding, and
third, if necessary, at the election of the Company, either toward a
reduction of the outstanding principal balance of the Notes by
prepaying Fixed Rate Loans, if any, then outstanding or by paying such
amount to the Agent as cash collateral for outstanding Letters of
Credit, which amount shall be held by the Agent as cash collateral to
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secure the Company's obligation to reimburse the Agent and the Lenders
for drawing under the Letters of Credit.
2.4 MarketSpan Credit Facility. Section 8.07 of the Credit
Agreement is hereby amended in its entirety to read as follows:
"Section 8.07 MarketSpan Credit Facility. The
Company shall maintain an unused and available commitment
under the MarketSpan Credit Facility equal to or greater than
the amount by which the Borrowing Base exceeds the Threshold
Amount until (i) such time as the Borrowing Base is equal to
the Threshold Amount, (ii) such time as any and all
prepayments required under Section 2.08(b) have been made in
full, and (iii) such time as no Default exists hereunder."
Section 3. Borrowing Base; Threshold Amount. Notwithstanding anything
to the contrary contained in the Credit Agreement including, without
limitation, the provisions of Section 2.09:
(a) The amount of the Borrowing Base shall be (i)
$240,000,000 for the period from and including the Effective Date of
this Third Amendment to but not including March 29, 2000, and (ii) an
amount equal to the Threshold Amount in effect on March 29, 2000, for
the period from and including March 29, 2000 to and including
September 1, 2000, at which time and from time to time thereafter the
Borrowing Base shall be redetermined in accordance with Section 2.09
of the Credit Agreement.
(b) Any unscheduled redetermination of the Borrowing Base or
the Threshold Amount which occurs on or before March 29, 2000, must be
approved by all of the Lenders.
Section 4. Conditions. In addition to any and all other applicable
conditions precedent contained in Article VI of the Credit Agreement, this
Third Amendment shall become binding upon receipt by the Agent of the following
documents, each of which shall be satisfactory to the Agent in form and
substance:
(a) Counterparts of this Third Amendment duly executed by
the Company.
(b) Photocopies of all duly completed and executed
documentation evidencing the extension of the final maturity of the
MarketSpan Credit Facility from January 1, 2000 to March 31, 2000.
(c) Such other documents as the Agent or its counsel may
reasonably request.
Section 5. Extent of Amendments. The parties hereto hereby acknowledge
and agree that, except as specifically supplemented and amended, changed or
modified hereby, the Credit Agreement shall remain in full force and effect in
accordance with its terms.
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Section 6. Reaffirmation. The Company hereby reaffirms that as of the
date of this Third Amendment, the representations and warranties made by the
Company in Article VII of the Credit Agreement are true and correct on the date
hereof as though made on and as of the date of this Third Amendment.
Section 7. Governing Law. This Third Amendment shall be governed by,
and construed in accordance with, the laws of the State of Texas.
Section 8. Counterparts. This Third Amendment may be executed in two
or more counter parts, and it shall not be necessary that the signatures of all
parties hereto be contained on any one counterpart hereof; each counterpart
shall be deemed an original, but all of which together shall constitute one and
the same instrument.
Section 9. Final Agreement. THE CREDIT AGREEMENT, AS AMENDED HEREBY,
THIS THIRD AMENDMENT, THE NOTES AND THE SECURITY INSTRUMENTS REPRESENT THE
FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE
NO UNWRITTEN OR ORAL AGREEMENTS BETWEEN THE PARTIES.
[SIGNATURE PAGES BEGIN ON NEXT PAGE]
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IN WITNESS WHEREOF, the parties hereto have caused this Third
Amendment to be duly executed effective as of the date first above written.
COMPANY:
THE HOUSTON EXPLORATION COMPANY
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Senior Vice President
Business Development
Finance and Treasurer
Address: 0000 Xxxxxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Telecopier No.: 713/830-6885
Telephone No.: 713/000-0000
[Third Amendment to Amended and
Restated Credit Agreement
Signature Page 1]
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LENDERS AND AGENTS:
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CHASE BANK OF TEXAS, NATIONAL
ASSOCIATION, individually as a
Lender and as Administrative Agent
By: /s/ Xxxxxxx Xxxxxxx
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Name: Xxxxxxx Xxxxxxx
Title: Vice President
Applicable Lending Office for Base
Rate Loans:
Address: 000 Xxxx Xxxxxx
Xxxxxxx, Xxxxx 00000
Applicable Lending Office for Fixed
Rate Loans:
Address: 000 Xxxx Xxxxxx
Xxxxxxx, Xxxxx 00000
Telecopier: 713/216-8870
Telephone: 713/000-0000
Address for Notices:
Loan and Agency Services
The Chase Manhattan Bank
1 Chase Xxxxxxxxx Xxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopier No.: 212/552-7490
Telephone No.: 212/000-0000
Attention: Xxxxxxx Xxxxxxx
[Third Amendment to Amended and
Restated Credit Agreement
Signature Page 2]
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HE BANK OF NOVA SCOTIA,
individually as a Lender and as Syndication
Agent
By: /s/F.C.H. Xxxxx
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Name: F.C.H. Xxxxx
Title: Senior Manager Loan Operations
Applicable Lending Office for Base Rate Loans:
Address: 000 Xxxxxxxxx Xxxxxx X.X.
Xxxxx 0000
Xxxxxxx XX 00000
Applicable Lending Office for Fixed Rate Loans:
Address: 000 Xxxxxxxxx Xxxxxx X.X.
Xxxxx 0000
Xxxxxxx XX 00000
Address for Notices:
0000 Xxxxxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Telecopier No.: 713/752-2425
Telephone No.: 713/000-0000
Attention: Xxxx Xxxxxxxx
with a copy to:
Address: 000 Xxxxxxxxx Xxxxxx X.X.
Xxxxx 0000
Xxxxxxx XX 00000
Telecopier: 404/888-8998
Telephone: 404/000-0000
Attention: Xxxxxxx Xxxxxx
[Third Amendment to Amended and
Restated Credit Agreement
Signature Page 3]
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FIRST UNION NATIONAL BANK,
Individually as a Lender and as
Documentation Agent
By: /s/ Xxxxxx X. Xxxxxxxxx
----------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Senior Vice President
Applicable Lending Office for Base Rate Loans:
Address: 000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Applicable Lending Office for Fixed Rate
Loans:
Address: 000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Address for Notices:
0000 Xxxxxx Xxxxxx
Xxxxxxx, Xxxxx 00000
Telecopier: 713/650-6354
Telephone No. 713/000-0000
Attention: Xxx Xxxxxxxxx
with a copy to:
0000 Xxxxxx Xxxxxx
Xxxxxxx, Xxxxx 00000
Telecopier: 713/650-6354
Telephone No. 713/000-0000
Attention: Xxxxxx Xxxxx
[Third Amendment to Amended and
Restated Credit Agreement
Signature Page 4]
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PNC BANK NATIONAL ASSOCIATION,
Individually as a Lender and as Managing
Agent
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx x. Xxxxxxx
Title: Vice President
Applicable Lending Office for Base Rate Loans:
Address: 000 Xxxxx Xxxxxx, 0xx Xxxxx
Mail Stop P1-XXXX-03-1
Xxxxxxxxxx, Xxxxxxxxxxxx 00000
Applicable Lending Office for Fixed Rate
Loans:
Address: 000 Xxxxx Xxxxxx, 0xx Xxxxx
Mail Stop P1-XXXX-03-1
Xxxxxxxxxx, Xxxxxxxxxxxx 00000
Address for Notices:
000 Xxxxx Xxxxxx, 0xx Xxxxx
Mail Stop P1-XXXX-03-1
Xxxxxxxxxx, Xxxxxxxxxxxx 00000
Telecopier: 412/762-2571
Telephone No. 412/000-0000
Attention: Xxxxxx X. Xxxxxxx
with a copy to:
000 Xxxxxxx Xxxxxx
Mail Stop P2-PTPP-03-1
Xxxxxxxxxx, Xxxxxxxxxxxx 00000
Telecopier: 412/762-5271
Telephone No. 412/000-0000
Attention: Xxxxxxxxx Xxxxxxxx
[Third Amendment to Amended and
Restated Credit Agreement
Signature Page 5]
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COMERICA BANK - TEXAS
By: /s/ Xxxxxx X. Xxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
Applicable Lending Office for Base Rate Loans:
Address: 0000 Xxx Xxxxxx, 0xx Xxxxx
Xxxxxx, Xxxxx 00000
Applicable Lending Office for Fixed Rate
Loans:
Address: 0000 Xxx Xxxxxx, 0xx Xxxxx
Xxxxxx, Xxxxx 00000
Address for Notices:
0000 Xxx Xxxxxx, 0xx Xxxxx
Xxxxxx, Xxxxx 00000
Telecopier: 214/969-6561
Telephone No. 214/000-0000
Attention: Xxxxxx X. Xxxxxx
with a copy to:
Livonia Operations Center
00000 Xxx Xxxx Xxxx, 0xx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Telecopier: 734/632-7050
Telephone No. 734/000-0000
Attention: Xxxxx Xxx
[Third Amendment to Amended and
Restated Credit Agreement
Signature Page 6]
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XXX XXXX XX XXX XXXX
By: /s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
Title: Vice President
Applicable Lending Office for Base Rate
Loans:
Address: One Wall Street
Energy Division, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopier No.:212/635-7924
Telephone No.: 212/000-0000
Attention: Xxxxx D'Xxxxx
Applicable Lending Office for Fixed
Rate Loans:
Address: One Wall Street
Energy Division, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopier No.:212/635-7924
Telephone No.: 212/000-0000
Attention: Xxxxx D'Xxxxx
Address for Notices:
The Bank of New York
One Wall Street
Energy Division, 00xx Xxxxx
Xxx Xxxx, XX 00000
Telecopier No.: 212/635-7924
Telephone No.: 212/000-0000
Attention: Xxxxx D'Xxxxx
[Third Amendment to Amended and
Restated Credit Agreement
Signature Page 7]
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with a copy to:
Address:
The Bank of New York
One Wall Street
Energy Division, 00xx Xxxxx
Xxx Xxxx, XX 00000
Telecopier No.: 212/635-7924
Telephone No.: 212/000-0000
Attention: Xxxxx Xxxxxx
[Third Amendment to Amended and
Restated Credit Agreement
Signature Page 8]
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NATEXIS BANQUE
By: /s/ N. Xxxx Xxxxxx
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Name: N. Xxxx Xxxxxx
Title: Vice President
By: /s/ Xxxxx X. Xxxxxxx, III
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Name: Xxxxx X. Xxxxxxx, III
Title: Vice President and Group Manager
Applicable Lending Office for Base
Rate Loans:
Address: 000 0xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx
Telecopier No.:212/872-5045
Applicable Lending Office for Fixed
Rate Loans:
Address: 000 0xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx
Telecopier No.:212/872-5045
Address for Notices:
Natexis Banque, Southwest
Representative Xxxxxx
000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Telecopier No.: 713/759-9908
Telephone No.: 713/000-0000
Attention: Xxxxx XxXxxxxxxx
with a copy to:
Address:
Natexis Banque, New York Branch
000 0xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx
Telecopier No.: 212/872-5045
Attention: Xxxx Xxxxxxx
[Third Amendment to Amended and
Restated Credit Agreement
Signature Page 9]
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Xxxxxxx Xxxxxx, Xxxxxxxxx
Representative Xxxxxx
000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Telecopier No.: 713/759-9908
Telephone No.: 713/000-0000
Attention: Xxxx Xxxxxx
[Third Amendment to Amended and
Restated Credit Agreement
Signature Page 10]
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XXXX XXX, XXXXX, N.A.
By: /s/ Xxxxxxxxx X. Xxxxx
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Name: Xxxxxxxxx X. Xxxxx
Title: Vice President
Applicable Lending Office for Base
Rate Loans:
Address: 910 Xxxxxx, TX2-4330
Xxxxxxx, Xxxxx 00000
Applicable Lending Office for Fixed
Rate Loans:
Address: 910 Xxxxxx, TX2-4330
Xxxxxxx, Xxxxx 00000
Address for Notices:
Bank One Center
910 Xxxxxx, TX2-4330
Xxxxxxx, Xxxxx 00000
Telecopier No.: 713/751-3544
Telephone No.: 713/000-0000
Attention: Xxxxxxxxx Xxxxx
with a copy to:
Address: Bank One Center
910 Xxxxxx, TX2-4375
Xxxxxxx, Xxxxx 00000
Telecopier No.: 713/751-3982
Telephone No.: 713/000-0000
Attention: Xxxxxx Xxxxxx
and
[Third Amendment to Amended and
Restated Credit Agreement
Signature Page 11]
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Address: 500 Xxxxxxxxxxxx
West Complex PG6
Xxxx Xxxxx, Xxxxx 00000
Telecopier No.: 817/884-4651
Telephone No.: 817/000-0000
Attention: Xxxxx Xxxxxxx
[Third Amendment to Amended and
Restated Credit Agreement
Signature Page 12]
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HIBERNIA NATIONAL BANK
By: /s/ Xxxxx X. Xxxx
-----------------------------------------
Name: Xxxxx X. Xxxx
Title: Senior Vice President
Applicable Lending Office for Base
Rate Loans:
Address: 000 Xxxxxxxxxx Xxxxxx
Xxx Xxxxxxx, Xxxxxxxxx 00000
Applicable Lending Office for Fixed
Rate Loans:
Address: 000 Xxxxxxxxxx Xxxxxx
Xxx Xxxxxxx, Xxxxxxxxx 00000
Address for Notices:
000 X. Xxxxxxxxx
Xxxxxxxxx, Xxxxxxxxx 00000
Telecopier No.: 318/268-4566
Telephone No.: 318/000-0000
Attention: Xxxxx Xxxx
with a copy to:
Address: 000 Xxxxxxxxxx Xxxxxx
Xxx Xxxxxxx, Xxxxxxxxx 00000
Telecopier No.: 504/533-5434
Telephone No.: 504/000-0000
Attention: Xxxxxxx Xxxxxx
[Third Amendment to Amended and
Restated Credit Agreement
Signature Page 13]
and
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Address: 000 Xxxxxxxxxx Xxxxxx
Xxx Xxxxxxx, Xxxxxxxxx 00000
Telecopier No.: 504/533-5434
Telephone No.: 504/000-0000
Attention: Xxxxxxxx Xxxx Xxxxxx
